EXCLUSIVE MASTER LICENSE AGREEMENT BETWEEN
▇▇▇▇▇▇▇ ▇▇▇▇▇ UNIVERSITY AND REDSTONE PUBLISHING, INC.
1 Definitions .................................................. 1
2 BYU Grant .................................................... 3
3 Licensee Grant ............................................. 4
4 Exclusive Use................................................. 5
5 Performance Requirements....................................... 5
6 License Fees and Royalties.................................... 6
7 BYU's Equity Ownership of Licensee............................. 7
8 Reports, Records, Penalties and Interest........................8
9 Confidentiality................................................ 9
10 Separate Service Agreement.................................... 10
11 Export Controls............................................... 10
12 Patent Marking and Copyright Notice........................... 10
13 Patent Maintenance and Copyright Registration .................10
14 Infringement.................................................. 10
15 Warranty and Limitation of Remedy............................. 12
16 Product Liability and General Indemnification................. 12
17 Term and Termination.......................................... 13
18 Negotiations, Mediation and Arbitration....................... 14
19 Licensee Assignment........................................... 15
20 Non Use of BYU Name........................................... 15
21 Publication................................................... 15
22 Payment, Notices and Other Communications..................... 16
23 Miscellaneous Provisions...................................... 16
Exhibit A -- WordCruncher Technology ............................. 19
Exhibit B -- BYU Licenses of Technology .......................... 28
Exhibit C -- Non-Disclosure of Confidential Information Agreement..30
EXCLUSIVE MASTER LICENSE AGREEMENT
▇▇▇▇▇▇▇ ▇▇▇▇▇ UNIVERSITY
This Agreement is made, entered into, and effective as of 14th of
February, 1997 between ▇▇▇▇▇▇▇ Young University, a Utah non-profit corporation
and educational institution, with its principal campus and place of business
located at ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (referred to in this Agreement as "BYU") and
Redstone Publishing, Inc., a Utah corporation with its principal place of
business located at Alpine, UT, (referred to in this Agreement as "LICENSEE").
RECITALS
A. BYU is the sole owner of certain intellectual property rights known
as "WordCruncher" and has the right to grant licenses with respect to these
rights.
B. BYU is an institution of higher education and is not in the business
of commercially developing ideas, inventions, or other types of intellectual
property, but it does desire to have WordCruncher available to the public and
is willing to grant a license for this purpose.
C. LICENSEE has represented to BYU that LICENSEE has the technical and
commercial ability, and the technical, financial and other resources necessary
to develop and sell products or services based upon WordCruncher.
LICENSEE desires to obtain a master license to WordCruncher upon the terms
and conditions of this Agreement.
In consideration of the promises and mutual covenants contained in this
Agreement the parties agree as follows:
TERMS OF AGREEMENT
1.Definitions
For the purposes of this Agreement, the following terms, words and phrases
shall have the meaning ascribed to them in this Section.
1.1 "ADJUSTED GROSS SALES" shall mean LICENSEE's gross sales price or
the fair market monetary equivalent value of consideration received for
LICENSED PRODUCTS or PROCESSES, including product or process IMPROVEMENTS,
sold, leased, licensed or otherwise transferred by LICENSEE or a SUBLICENSEE
to a third party, including fees separately billed and specifically identified
as consideration for, maintenance, service or subscriptions which include
providing upgrades or improvements, less qualifying costs directly
attributable to such sale, lease, license or transfer actually allowed and
borne by LICENSEE or an AFFILIATE. Such qualifying costs shall be limited to
the costs of the following:
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A. Trade or quantity discounts actually allowed and taken in such
amounts as are customary in the trade;
B. Sales, import and export duties and/or use and excise taxes
directly imposed with reference to particular sales;
C. Outbound transportation expenses prepaid or allowed;
D. Amounts allowed or credited by reason of timely rejections or
returns; and
E. Fees separately billed and specifically identified as
"installation fees" or "support fees" (not including upgrades), which are
consistent with those normally charged in the trade.
F. Amounts reasonably determined by LICENSEE to be uncollectible
notwithstanding the LICENSEE's best efforts to collect the same.
No deductions shall be made for commissions paid to individuals, whether they
be regularly employed by LICENSEE or by independent sales agents, or for the
cost of collections. For purposes of calculating "ADJUSTED GROSS SALES" a
LICENSED PRODUCT or PROCESS shall be considered sold, leased, licensed or
transferred when billed, invoiced, shipped, paid for or transferred, whichever
event occurs first.
1.2 "AFFILIATE" shall mean any person or entity owned or controlled
directly or indirectly by LICENSEE or any person or other entity controlled
by, controlling, or under common control with LICENSEE. The term "control"
means possession, direct or indirect, of the powers to direct or cause the
direction of the management and policies of a person or entity; whether
through ownership, voting securities, beneficial interests; by contract; by
agreement; or otherwise.
1.3 END USER" means any person or entity to which LICENSED PRODUCTS or
LICENSED PROCESSES are sold or licensed for personal or business use and not
for the purpose of licensing or selling to other persons or entities.
1.4 "IMPROVEMENT(S)" means any invention, idea, trade secret, know-how
or derivative work which is in some manner dependent upon, or which includes
any portion of or utilizes any portion of the LICENSED TECHNOLOGY, LICENSED
PRODUCTS or LICENSED PROCESSES, whether or not patentable, copyrightable, or
otherwise protectable as intellectual property which is subsequently acquired
or developed by LICENSEE during the term of this Agreement.
1.5 "LICENSED PROCESS(ES)" means and includes any process, procedure,
technique, method or service the use or practice of which incorporates or
makes use of any part of the LICENSED TECHNOLOGY or IMPROVEMENTS, but does not
include independent technology designed to merely interface with the LICENSED
TECHNOLOGY or IMPROVEMENTS.
1.6 "LICENSED PRODUCT(S)" means and includes any product or
IMPROVEMENTS which are developed, or enhanced in whole or in part by LICENSEE,
the production, manufacture, sale, lease, license, transfer or use of which
incorporates or makes use of any part
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of the LICENSED TECHNOLOGY or IMPROVEMENTS, but does not include independent
technology designed to interface with the LICENSED TECHNOLOGY or IMPROVEMENTS.
In the event such a product forms an integral part or component of a larger
product, such larger product shall be considered a "LICENSED PRODUCT," for
purposes of this Agreement.
1.7 "LICENSED TECHNOLOGY" means and includes all of BYU's technology
and intellectual property referred to in this Agreement as WordCruncher and
related know-how, information and enhancements generated at BYU as
specifically identified and limited on Exhibit "A", which is attached to this
Agreement and by reference is incorporated and made part of this Agreement.
1.8 "LICENSEE" is Licensee, and its AFFILIATES.
1.9 "SUBLICENSEE" is any person or entity including, but not limited
to, publishers, value added resellers or other individuals or entities who
have previously received licenses from BYU to the LICENSED TECHNOLOGY, or
which are licensed pursuant to this Agreement by LICENSEE with rights to the
LICENSED TECHNOLOGY to market to END USERS LICENSED PRODUCTS or LICENSED
PROCESSES which are developed, enhanced, improved or manufactured by said
person or entity.
2. BYU Grant
2.1 BYU hereby grants LICENSEE an exclusive, worldwide, right and
license to utilize the LICENSED TECHNOLOGY, to develop LICENSED PRODUCTS and
LICENSED PROCESSES to manufacture, sell, lease and otherwise transfer LICENSED
PRODUCTS and to practice LICENSED PROCESSES as authorized in this Agreement
until such time as this Agreement is terminated. This grant will extend to
the manufacture, sale, lease, transfer or other disposition of LICENSED
PRODUCTS or LICENSED PROCESSES through an AFFILIATE or through LICENSEE's use
of any retail outlet or distributor and shall authorize any END USERS' use of
the LICENSED PRODUCTS and LICENSED PROCESSES sold or transferred by LICENSEE
or its AFFILIATES, retail outlets or distributors.
2.2 The grants provided under this Agreement shall specifically
include the right for LICENSEE to grant sublicenses to the LICENSED TECHNOLOGY
to SUBLICENSEES. All sublicenses granted by LICENSEE shall be subject to the
terms and conditions of this Agreement and the sublicense agreement shall have
an express provision to this effect. No sublicense shall relieve LICENSEE of
any of its obligations under this Agreement.
2.3 BYU assigns to LICENSEE, effective April 1, 1997, all of BYU's
current Publisher and Value Added Reseller (VAR) licenses for the LICENSED
TECHNOLOGY as specifically identified and limited on Exhibit B attached to and
made part of this Agreement. BYU further represents and warrants that Exhibit
B identifies all BYU licenses of the LICENSED TECHNOLOGY existing as of the
effective date of this Agreement. BYU will notify in writing all such
licensees of this assignment within ten (10) days of the effective date of
this Agreement and will at such time provide to LICENSEE copies of the license
agreements, together with accurate information concerning the financial status
of the licenses. These license agreements shall become sublicense agreements
subject to the Pass Through Royalty provisions of Paragraph 6.3.
2.4 Nothing in this Agreement shall be considered as granting any
rights, express or implied, in BYU's technology, patents, patent applications,
inventions, methods, technical, confidential or proprietary information,
expertise, know-how, trade secrets or knowledge not specifically licensed in
this Agreement, and all rights not expressly granted by this Agreement to
LICENSEE are expressly reserved by BYU. The license granted by this Agreement
shall not be construed to confer any rights upon LICENSEE by implication,
estoppel or otherwise as to any existing, or new technology not specifically
licensed by this Agreement. The reservation of rights described in this
Section is intended to be broadly construed and not to be limited by the
definitions set forth in this Agreement.
2.5 In the event that BYU faculty employees ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and/or
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ create any technology, patents, patent applications,
inventions, methods, technical, confidential or proprietary information,
expertise, know-how, trade secrets or knowledge in the course and scope of
their employment at BYU which is not specifically licensed in this Agreement,
but which is derived from the WordCruncher technology licensed in this
Agreement, BYU will so notify LICENSEE and will begin good faith negotiations
with LICENSEE to enter into an exclusive license agreement to such upon terms
and conditions mutually acceptable to BYU and LICENSEE.
2.6 Notwithstanding the exclusive license granted pursuant to this
Agreement, BYU, The Church of ▇▇▇▇▇ ▇▇▇▇▇▇ of Latter-day Saints and the Church
Education System shall have the right to make, have made or use the LICENSED
TECHNOLOGY, LICENSED PRODUCTS, LICENSED PROCESSES and IMPROVEMENTS internally
for continuing research and non-commercial academic and ecclesiastical uses
without cost, and without any support by LICENSEE. In such case, any
resulting products or processes shall be clearly marked in such a way as not
to be confused with the LICENSED PRODUCTS and LICENSED PROCESSES subject of
this Agreement. Moreover, should BYU, The Church of ▇▇▇▇▇ ▇▇▇▇▇▇ of Latter-
day Saints or any educational institution within the Church Education System
wish to purchase any LICENSED PRODUCTS or PROCESSES from LICENSEE, or its
AFFILIATES, LICENSEE agrees to sell such at the price given by LICENSEE to its
most favored customers.
3. Licensee Grant
LICENSEE hereby grants to BYU all of LICENSEE's right, title and interest to
any IMPROVEMENTS to the LICENSED TECHNOLOGY which are incorporated into the
LICENSED PRODUCTS or LICENSED PROCESSES of any kind or description created or
developed by LICENSEE or its SUBLICENSEES. This grant shall be absolute and
irrevocable, shall survive the termination of this Agreement and is intended
to entitle BYU, the Church of ▇▇▇▇▇ ▇▇▇▇▇▇ of Latter-day Saints and the Church
Education System to use said
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IMPROVEMENTS for their academic and ecclesiastical purposes as more fully
described in Section 2.6 of this Agreement, to entitle BYU to license the
LICENSED TECHNOLOGY and IMPROVEMENTS to third parties subsequent to
termination of this Agreement and to entitle BYU to collect royalties.
4. Exclusive Use
4.1 Licensee shall use only the LICENSED TECHNOLOGY and IMPROVEMENTS
subject of this License Agreement for the purpose of marketing or
commercializing WordCruncher or related technology and LICENSEE shall be
expressly prohibited from using any other inferior or functionally equivalent
technology which is not subject of this Agreement for such purpose without the
express written consent of BYU, which shall not be unreasonably withheld, and
being subject to the provisions of Section 4.2 of this Agreement.
4.2 In the event LICENSEE believes that its use or substitution of any
alternative functionally inferior or equivalent technology not subject of this
Agreement would be in its best business interests, it may request the written
consent of BYU, which consent shall not be unreasonably withheld, to use such
substitute technology provided that the royalty provisions of this Agreement
shall extend to LICENSEE'S use of any technology which performs any functions
inferior to, or substantially equivalent to the LICENSED TECHNOLOGY and
IMPROVEMENTS subject of this License Agreement.
4.3 The restrictions described in this Section 4 "Exclusive Use" shall
not apply to LICENSEE'S use of collateral technology or intellectual property
which interfaces with or operates in conjunction with or independently from
the LICENSED TECHNOLOGY and IMPROVEMENTS but which does not perform a function
substantially equivalent to the LICENSED TECHNOLOGY or IMPROVEMENTS.
4.4 In the event this Agreement is terminated, LICENSEE, and its
officers, directors and shareholders, shall not for a period of two (2) years
thereafter use, develop, market or commercialize, directly or indirectly, any
alternative functionally equivalent technology to the technology subject of
this Agreement.
5. Performance Requirements
5.1 LICENSEE shall, during the term of this Agreement, use its best
efforts to bring one or more LICENSED PRODUCTS or LICENSED PROCESSES to market
in order to maximize the ADJUSTED GROSS SALES through a thorough, vigorous and
diligent commercial program.
5.2 Within three months from the effective date of this agreement and
for the following nine months, LICENSEE shall initiate and maintain the
following or an equivalent alternative minimum level of operations:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 100% for 3 months, 25% thereafter
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 25% for three months, 10% thereafter
Three programmers 100%
One customer support personnel 100%
Management, marketing and sales support
5.3 Beginning one year from the effective date of this agreement
LICENSEE shall maintain the minimum level of operations specified in paragraph
5.2 above and initiate an increase of fifty percent (50%) of resources in each
category except for the employment of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
5.4 LICENSEE's failure to perform in accordance with this Section of
the Agreement to the reasonable satisfaction of BYU may be considered by BYU
to be a material breach of this Agreement. (See Section 17 for termination
procedure.)
6. License Fees and Royalties
In consideration of the license granted under this Agreement, LICENSEE
shall pay to BYU, in the manner designated below until the Agreement shall be
terminated, as follows:
6.1 Earned Royalties: An earned royalty in the amount equal to three
(3.0%) of the ADJUSTED GROSS SALES of the LICENSED PRODUCTS, LICENSED
PROCESSES or IMPROVEMENTS subject of this Agreement used, leased, licensed,
sold or otherwise transferred to an END USER by or for LICENSEE, its
AFFILIATES or pursuant to any SUBLICENSEE agreement arising subsequent to the
execution of this Agreement.
6.2 Minimum Royalties: An annual minimum royalty for each calendar
year as identified on Table 1. In the event that LICENSEE's earned royalty
payment to BYU during any particular calendar year shall fall below that sum
indicated in Table 1, then LICENSEE shall pay a minimum royalty to BYU with
its last report of the year in the amount indicated in Table 1 less any earned
royalties paid for the calendar year. Earned royalties for any given calendar
year shall only be credited against minimum royalties for that same calendar
year.
Table 1
Calendar Year Minimum Royalty
-------------- ---------------
1997 $ 20,000
1998 $ 50,000
1999 $100,000
2000 and each year thereafter $150,000
6.3 Pass Through Royalties: A "pass through royalty" shall be levied
on all license fees and any and all other consideration of any kind or
description received by LICENSEE or any AFFILIATE from (i) all Publisher and
VAR licenses assigned to LICENSEE as described in Section 2.3 of this
Agreement and as specifically identified and limited on Exhibit B, and (ii)
any third party which is not an AFFILIATE, distributor, retail outlet or END
USER and to which LICENSEE has granted, assigned, transferred or sold all or a
substantial portion of the LICENSED TECHNOLOGY and which is not otherwise
subject to the earned and minimum royalty provisions of this Agreement. The
pass through royalty shall be paid on all such license fees or consideration
which exceed the royalties to which BYU is entitled pursuant to Sections 6.1
and 6.2 of this Agreement.
A. The "pass through royalty" shall be fifty percent (50%) of
all applicable consideration subject to the pass through royalty.
B. Pass through royalty payments shall be payable to BYU
quarterly in addition to and contemporaneously with earned royalty payments.
Such pass through royalty payments shall be based on all consideration paid
during the applicable three months. Reporting of such consideration shall be
made following the same criteria set forth for earned royalty payments in this
Agreement. In no event shall BYU be entitled to receive both an "earned
royalty" and a "pass through royalty" on the same transaction.
6.4 Any royalty amount due to BYU arising out of this Agreement shall
accrue at the time of use, sale, lease, license or transfer of the LICENSED
PRODUCT or LICENSED PROCESS and shall be deemed to be held in trust for the
benefit of BYU until actual payment of such amounts is made pursuant to this
Agreement.
7. BYU's Equity Ownership of Licensee
7.1 LICENSEE shall, within one year of the execution of this Agreement
but no sooner than January 1, 1998, issue to BYU certificates of ownership
interest equivalent to ten percent (10.0%) of all of the total issued and
outstanding common stock or other classes of ownership securities or options
which are convertible to such common stock or securities . With regard to the
issuance of new stock or securities, the granting of options to purchase such
stock or securities or any other act or transaction under which BYU's percent
of ownership of LICENSEE would be diluted or devaluated; stock or securities
shall be contemporaneously conveyed by LICENSEE to BYU to maintain BYU's
ownership interest at ten percent (10.0%). This obligation shall terminate in
the event LICENSEE receives cumulative funding in an amount of one million
dollars ($1,000,000) or more, or LICENSEE has achieved an annual gross sales
of five million dollars ($5,000,000) or more.
7.2 BYU may, at its sole discretion, require LICENSEE to issue
portions of BYU's certificates of ownership interest granted in paragraph 7.1
as follows:
2.25% to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
2.25% to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
5.5% to BYU
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7.3 All voting rights associated with the equity ownership of BYU or
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be exercisable respectively by
BYU and these individuals or by their proxies. LICENSEE recognizes that BYU
and these individuals are in the position of minority stockholder, will not be
involved in the management or operation of LICENSEE and will not be liable for
any liabilities incurred by LICENSEE.
8. Reports, Records, Penalties and Interest
8.1 LICENSEE shall keep and shall require all SUBLICENSEES,
AFFILIATES, and any other party responsible by the terms of this Agreement to
make payments to BYU to keep, at their own expense, accurate books of account,
using generally accepted accounting principles and practices, detailing all
data necessary to calculate and easily audit any payments due to BYU under
this Agreement. These books of account shall be kept at LICENSEE's,
AFFILIATE's or SUBLICENSEE's principal place of business. These books and
supporting data shall be open at all reasonable times, upon ten (10) calendar
days written notice, for a period of five (5) years following the end of the
calendar year to which they pertain, to the inspection by BYU or its agents
for the purpose of verifying LICENSEE's royalty statements or other compliance
with this Agreement.
8.2 LICENSEE, within thirty (30) days after the last day of each full
calendar quarter subsequent to the effective date of this Agreement, shall
deliver to BYU an accurate written report summarizing in sufficient detail to
allow BYU to verify all payment amounts, the data used during the preceding
three-month period under this Agreement to calculate the payments due to BYU
during the applicable accounting period. These records and reports shall
include at least the following information for the accounting period:
A. Calculation of ADJUSTED GROSS SALES itemized as to the number
and the identity of the LICENSED PRODUCTS or PROCESSES sold.
B. All qualifying deductible costs claimed as offsets as
applicable.
C. Total royalties due broken down by applicable category.
D. Minimum royalty amounts in excess of earned royalty amounts
(fourth quarterly reports only).
E. Pass through royalty amounts.
F. Names and address of all AFFILIATES and SUBLICENSEES and full
reports from them complying with the reporting requirements of 8.2 A-E.
8.3 With each such report submitted, LICENSEE shall pay to BYU all
fees, royalties and all other amounts due, payable and arising pursuant to
this Agreement. If no amounts shall be due, LICENSEE shall so report.
8.4 A penalty will be assessed in an amount equal to three percent
(3%) of any payment due to BYU arising out of this Agreement if the payment is
made more than thirty (30) days late. Interest will accrue from the thirtieth
day after the payment was due at a rate of eighteen percent (18%) per annum
and the interest payment shall be due and payable every thirty (30) days
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thereafter. It is the intention of the parties to this Agreement that any
unpaid interest or penalty shall be subject to monthly compounded interest at
the rate of eighteen percent (18%) per annum. Accordingly, the parties
expressly agree that any unpaid interest or penalty shall be added on a
monthly basis to the unpaid principle and such total amount shall accrue
interest at the rate of eighteen percent (18%) per annum.
8.5 Should LICENSEE elect to retain an independent auditor, the
auditor shall prepare a certified report which shall analyze the accuracy of
the quarterly reports required in Section 7.2 and deliver a copy of the report
to BYU within thirty (30) days of its completion.
9. Confidentiality
9.1 The parties agree that as they receive material provided by the
other which is marked as confidential, or is verbally so designated and
confirmed in writing as such within thirty (30) days of the receipt of the
materials, the receiving party shall take reasonable precautions to protect
such material and to preserve its confidential, proprietary or trade secret
status during the term of this Agreement and for a period of five (5) years
after termination of this Agreement.
9.2 In determining whether or not information is confidential, the
burden of proof shall be upon the receiving party to establish by competent
proof and by preponderance of the evidence that such information to be
nonconfidential was:
A. Already known to the receiving party at the time of
disclosure, or
B. Was generally available to the public or otherwise part of the
public domain at the time of its disclosure, or
C. Became generally available to the public or otherwise part of
the public domain after its disclosure and other than through any act or
omission of the receiving party in breach of this Agreement, or
D. Was subsequently, lawfully disclosed to the receiving party by
a third party.
9.3 A party receiving Confidential Information may disclose the same
only to the extent it is authorized in writing to do so by the disclosing
party and such disclosure is reasonably necessary to further the objectives of
this Agreement.
9.4 All of LICENSEE's and SUBLICENSEE's employees and independent
contractors with access to BYU's source code relating to the LICENSED
TECHNOLOGY shall be bound in writing, copies of which shall be retained by
LICENSEE and submitted to BYU upon request of BYU, to make no unauthorized use
or disclosure of the confidential information. The form of the writing to be
signed is described on attached Exhibit "C", which is incorporated by
reference into this Agreement.
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9.5 Each party agrees that a breach of its obligation to protect the
other's confidential information shall cause immediate and irreparable harm
which cannot be adequately compensated by monetary damages. Accordingly, any
breach or threatened breach of confidentiality shall entitle the aggrieved to
preliminary and permanent injunctive relief in addition to such remedies as
may be otherwise available.
10. Separate Service Agreement
If BYU shall agree to supply technical and engineering services required
to effectively transfer to LICENSEE the LICENSED TECHNOLOGY licensed herein,
LICENSEE shall reimburse BYU for its expenses incurred in furnishing such
technical and engineering services pursuant to the terms and conditions of a
separate written agreement.
11. Export Controls
It is understood that the LICENSED TECHNOLOGY may be subject to United
States laws and regulations controlling the export of technical data, computer
software, laboratory prototypes and other commodities (including the Arms
Export Control Act, as amended, and the Export Administration Act of 1979),
and LICENSEE's obligations under this Agreement may be contingent upon
compliance with applicable United States export laws and regulations. The
transfer of certain technical data and commodities may require a license from
the cognizant agent of the United States Government and/or written assurances
by LICENSEE that LICENSEE shall not export data or commodities to certain
foreign countries without prior approval of such agency. BYU neither
represents that a license shall not be required nor that, if required, it
shall be issued. LICENSEE shall observe and obey all export laws in countries
in which it shall do business.
12. Patent Marking and Copyright Notice
LICENSEE agrees to ▇▇▇▇ the LICENSED PRODUCTS sold in the United States
with all applicable United States patent numbers and copyright notices. All
LICENSED PRODUCTS shipped to or sold in other countries shall be marked in
such a manner as to conform with the patent and/or copyright laws and practice
of the country of manufacture or sale.
13. Patent Maintenance and Copyright Registration
LICENSEE shall promptly reimburse BYU for all patent maintenance fees and
associated costs and for any copyright registration fees with respect to the
intellectual property set forth in Exhibit A incurred by BYU after the
effective date of this Agreement within thirty (30) days of receipt of an
appropriate invoice from BYU.
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14. Infringement
14.1 The parties to this Agreement shall inform the other promptly in
writing of any alleged infringement or misuse of the intellectual property
rights subject of this Agreement by a third party and of any available
evidence of such infringement or misuse.
14.2 During the term of this Agreement, BYU shall have the right, but
shall not be obligated, to prosecute at its own expense any infringements or
misuse and, in furtherance of such right, LICENSEE agrees that BYU may require
LICENSEE to participate as a party plaintiff in any such suit, without expense
to LICENSEE. The total cost of any such infringement action commenced solely
by BYU shall be paid by BYU and BYU shall be entitled to retain any recovery
or damages arising from the infringement or misuse.
14.3 If within sixty (60) days after having been notified of any
alleged misuse or infringement, BYU does not intend on prosecuting an
infringement action, BYU shall notify LICENSEE of its intention not to bring
suit. In such event only, LICENSEE shall have the right, at its own expense,
to prosecute a suit to remedy the infringement or misuse of the intellectual
property rights subject of this Agreement. LICENSEE may, for such purposes,
use the name of BYU as party plaintiff. However, the right to bring an
infringement action shall remain only for so long as this Agreement remains in
effect. No settlement, consent judgment or other voluntary final disposition
of the suit may be entered into without the express written consent of BYU,
which consent shall not be unreasonably withheld. LICENSEE shall indemnify
BYU against any order or settlement for costs or attorneys' fees that may be
made against BYU in such proceedings prosecuted by LICENSEE.
14.4 In the event that LICENSEE shall undertake the enforcement of
intellectual property rights by litigation, LICENSEE may withhold up to 50% of
any royalty payment otherwise due BYU and apply the same toward reimbursement
of a cumulative maximum of fifty percent (50%) of its reasonable and paid
outside attorneys fees, court costs and fees of expert witnesses. Any
recovery of damages by LICENSEE for such suit shall be applied first to
satisfaction of any unreimbursed litigation expenses and legal fees of
LICENSEE relating to the suit and next toward reimbursement of BYU for any
royalties withheld. The balance remaining from any such recovery shall be
divided equally between LICENSEE and BYU.
14.5 In the event that a declaratory judgment or other action alleging
unlawful infringement of any intellectual property rights of a third party is
brought against LICENSEE, BYU, at its sole option, shall have the right within
thirty (30) days after the commencement of such action to intervene and assume
the sole defense of the action at its sole expense. Should BYU elect not to
defend, LICENSEE shall have the right to defend the suit at its sole expense.
14.6 If a third party is successful in prevailing against LICENSEE in
an adjudicated lawsuit demonstrating that the LICENSED TECHNOLOGY as delivered
to LICENSEE by BYU unlawfully infringed upon such third party's intellectual
property rights, LICENSEE shall be entitled to offset against future earned
royalties the full amount of LICENSEE's court costs, attorney fees and damages
awarded.
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14.7 In any infringement suit, the other party shall, at the request
and expense of the party initiating the suit, cooperate in all respects and,
to the extent possible, make its employees reasonably available to testify
when requested and make available relevant records, papers, information,
samples, specimens, and the like.
15. Warranty and Limitation of Remedy
15.1 BYU represents and warrants that to the best of its knowledge it
is the owner of the entire right, title, and interest in and to and has the
sole right to grant licenses under this Agreement to the LICENSED TECHNOLOGY
as described on Exhibit "A". BYU makes no warranty or representation with
respect to the application of the LICENSED TECHNOLOGY to any particular
purpose.
15.2 BYU makes no representation that the manufacture, use, lease, or
sale of the LICENSED TECHNOLOGY will not infringe a copyright or patent
granted to others, other than to state that it knows of no such copyright,
patent or other proprietary interests which would be so infringed.
15.3 Each party represents and warrants to the other that it has all
of the requisite power and authority to enter into this Agreement and to
perform each and every term, provision and obligation of this Agreement and
that neither the execution nor delivery of this Agreement will conflict with
or result in a breach of the terms, provisions or obligations of, or
constitute a default pursuant to any other Agreement or instrument under which
each party is obligated.
15.4 ALL WARRANTIES MADE IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU
OF ALL OTHER WARRANTIES EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR
ANY OTHER WARRANTY WHETHER EXPRESS OR IMPLIED.
15.5 BYU will not be liable for any loss of profits or for any claim
or demand against LICENSEE by any other party. BYU's liability, if any, for
any damages to LICENSEE shall not exceed in any event the total earned
royalties which have been paid by LICENSEE to BYU during the term of this
Agreement. IN NO EVENT WILL BYU BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES EVEN IF BYU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. No
action, regardless of form, arising out of the transaction subject of this
Agreement may be brought against BYU more than one year after the cause of
action is discovered.
12
16. Product Liability and General Indemnification
16.1 BYU does not warrant the effectiveness or operation of any of
the LICENSED PRODUCTS or LICENSED PROCESSES and the parties to this Agreement
agree and understand that BYU shall have no liability to an END USER.
LICENSEE, therefore, agrees to hold BYU harmless and indemnify BYU, its
trustees, officers, employees and agents from and against any and all
litigation, claims, damages or actions (including reasonable attorneys' fees)
that may be instituted against BYU arising out of LICENSEE's marketing,
distribution, sale, production, manufacture, lease, consumption or
advertisement of the LICENSED TECHNOLOGY, LICENSED PRODUCTS or LICENSED
PROCESSES or arising from any obligation of LICENSEE under this Agreement,
including, but not limited to, claims resulting from any alleged type of
defect in the LICENSED PRODUCTS or LICENSED PROCESSES or damages allegedly
caused by any breach of contract by LICENSEE, its AFFILIATES or SUBLICENSEES
or the use or misuse of the LICENSED PRODUCTS and LICENSED PROCESSES,
notwithstanding any third-party allegation that their claims, injuries or
damages were proximately caused in part or wholly by BYU's negligence. In the
event BYU is sued as a party defendant or otherwise pursuant to claims
identified in this Section as being subject to indemnification, LICENSEE
agrees to defend BYU at LICENSEE's sole expense in such action. Should any
award or decree be made against BYU, it shall be the obligation of LICENSEE to
(a) appeal the decision and pay if the appeal is lost or (b) pay such award or
make any settlement as may be warranted before or after the decision on
appeal. BYU may, at its own option, conduct its own defense in such actions
and all expenses and attorneys' fees for such defense shall be paid by
LICENSEE.
16.2 Each party to this Agreement shall promptly notify the other of
any litigation in which there is a reasonable possibility that this Agreement
will be affected and to afford reasonable cooperation should the other party
elect to make its own defense.
17. Term and Termination
This Agreement shall remain in force for the longest period of time
allowed by law or until properly terminated as provided in this Section.
17.1 The Agreement may be terminated automatically without prior
notice by BYU at its election in the event of the occurrence of any one of the
following circumstances:
A. In the event LICENSEE is placed in the hands of a receiver or
makes a general assignment for the benefit of creditors; or
B. In the event that substantial assets of LICENSEE or its
successor-in-interest are seized or attached in conjunction with any action
brought against it by a third party creditor and LICENSEE does not regain
possession and control of its assets within ninety (90) days of such
involuntary seizure or attachment.
17.2 This Agreement may be terminated effective upon thirty (30) days
written notice from BYU and the failure of LICENSEE to cure any breach or
default prior to the expiration of the fifteen-day notice period in any of the
following circumstances:
A. In the event LICENSEE becomes insolvent or shall cease to carry
on its business in the normal course; or
B. In the event there is a transfer or sale of LICENSEE's business
purporting to transfer or assign this Agreement or LICENSED TECHNOLOGY without
the prior express written consent of BYU; or
C. Disclosure of confidential information in violation of the
confidentiality provisions of this agreement.
17.3 In the case of breach or default arising from LICENSEE's failure
to pay BYU royalties or other costs or expenses pursuant to the Agreement when
due and payable, failure to complete the performance requirements of Section 5
of this Agreement or from any other material breach or default of this
Agreement other than those described in Section 17.1 and Section 17.2, BYU
shall have the right to terminate this Agreement upon sixty (60) days notice
to LICENSEE. Termination shall become effective upon the failure of LICENSEE
to cure such breach or default within such sixty (60) day period.
17.4 Upon termination of this Agreement, for any reason, the parties
shall not be released from any obligation that has matured prior to the
effective date of the termination. LICENSEE may, however, after the
effective date of such termination, sell all LICENSED PRODUCTS and complete
LICENSED PROCESSES in its inventory or in process as of the time of such
termination, provided that LICENSEE shall pay to BYU the royalties and other
consideration on these products as required by this Agreement and shall submit
the reports as required.
17.5 Upon the termination of this Agreement, any SUBLICENSEE which has
not breached in any material way its sublicense agreement may be granted the
right to receive a license directly from BYU, at BYU's sole discretion,
granting license rights to the LICENSED TECHNOLOGY.
17.6 Upon the termination of this Agreement, LICENSEE shall return to
BYU all equipment, enhancements and all other materials, documents and
information as may have been provided by BYU pursuant to this Agreement, which
contain information which is confidential or proprietary to BYU and shall
grant back to BYU all of LICENSEE's right, title and interest to all
IMPROVEMENTS, with applicable documentation, made by LICENSEE in relation to
the LICENSED TECHNOLOGY.
17.7 Nothing herein shall be construed to limit BYU's legal or
equitable remedies in the event of a default by LICENSEE and subsequent
termination of this Agreement by BYU.
18. Negotiations, Mediation and Arbitration
18.1 With respect to any and all claims, disputes or controversies
arising out of the
14
performance of or in connection with this Agreement, except with respect to
enforcement of the LICENSEE's obligations specified in Sections 6, hereof for
which BYU may seek any legal or equitable remedy available through a court of
competent jurisdiction, the parties agree to attempt in good faith to resolve
those claims, disputes or controversies by negotiations between the parties.
In the event either party believes the negotiation discussions are likely not
to result in settlement, the parties must, in good faith, participate in
mediation sessions with a professional mediator to be mutually selected by the
parties and the expense of which is to be paid fifty percent (50%) by each
party. In the event, after one or more mediation sessions, either party
believes the mediation process is not likely to resolve the dispute by mutual
agreement, the dispute shall be resolved by final and binding arbitration in
Provo, Utah. Each party shall choose one arbitrator and these two arbitrators
shall in turn select a third arbitrator, which three arbitrators shall
constitute the arbitration panel. The arbitrators shall have no power to add
to, subtract from or modify any of the terms or conditions of this Agreement.
Any award rendered in such arbitration may be enforced by either party in
either the courts of the State of Utah or in the United States District Court
for the District of Utah in which jurisdiction for such purposes BYU and
LICENSEE hereby irrevocably consent and submit. The arbitration proceedings
shall be conducted in all matters not specifically identified in this
Agreement pursuant to the rules of the American Arbitration Association,
unless otherwise expressly agreed in writing by the parties. Each party shall
bear its own costs.
18.2 Claims, disputes or controversies concerning the validity,
construction or effect of any patent subject of this License Agreement shall
be resolved in any court having competent jurisdiction.
18.3 In the event in any arbitration proceeding any issue shall arise
concerning the validity, construction or effect of any patent licensed, the
arbitrator shall assume the validity of all claims as set forth in the patent.
Except with reference to a prior determination by a court of competent
jurisdiction, neither party shall raise any issue concerning the validity,
construction or effect of any patent licensed under this Agreement in any
arbitration proceeding, in any proceeding to enforce the arbitration award or
in any proceeding arising out of such arbitration award.
18.4 Nothing in this Section shall be construed to waive any rights
of timely performance of any obligation existing under the Agreement.
19. Licensee Assignment
Neither this Agreement nor the LICENSED TECHNOLOGY is assignable by
either party without the express written consent of the other party, which
consent shall not be unreasonably withheld, and any attempt to do so without
such written consent shall be void.
15
20. Non Use of BYU Name
LICENSEE shall not use the name of ▇▇▇▇▇▇▇ ▇▇▇▇▇ University nor of any of
its employees, nor any adaptation thereof, in any advertisement, promotion or
sales literature without the express prior written consent from BYU in each
case, except that LICENSEE may state that it is licensed by BYU.
21. Publication
BYU shall have the right to publish any academic paper, article or
learned treatise and make public disclosure at professional meetings or
seminars regarding any portion of the LICENSED TECHNOLOGY which has been or
may be invented, conceived or developed by BYU provided, however, that BYU
shall provide LICENSEE with reasonable prior notice of its intent to publish
or disclose, describing with particularity the nature of the publication or
disclosure, and LICENSEE shall have the right to object to any Confidential
Information which it wishes not be published or disclosed. LICENSEE must
provide BYU with notice of its objections within thirty (30) days of receiving
BYU's notification or LICENSEE shall be deemed to have authorized the
publication or disclosure. Upon receiving notice of any objection, BYU will
attempt in good faith to remove the Confidential Information identified by
LICENSEE without changing the essential nature of the proposed publication or
disclosure. LICENSEE shall, in its discretion, determine whether or not the
final proposed publication or disclosure as modified will reveal Confidential
Information and may preclude publication of the identified Confidential
Information.
22. Payment, Notices and Other Communications
Any payment, notice or other communication pursuant to this Agreement
shall be sufficiently made or given on the date of mailing if sent by
certified first-class mail, postage prepaid, addressed to the receiving party
at its address designated below or such address as shall be designated by
written notice given to the other party.
BYU: Technology Transfer Office
A-268 ASB
▇▇▇▇▇▇▇ Young University
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
FAX (▇▇▇) ▇▇▇-▇▇▇▇
LICENSEE: Redstone Publishing, Inc.
▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
FAX (▇▇▇) ▇▇▇-▇▇▇▇
16
23. Miscellaneous Provisions
23.1 Independence of Parties. BYU and LICENSEE are independent
parties engaged in independent business and neither party nor any respective
agent or employee of either party shall be regarded as an agent or an employee
of the other. Nothing in this Agreement shall be construed as reserving to
either party the right to control the other in the conduct of its business,
nor shall either party have the authority to make any promise, guarantee,
warranty or reservation which will create any obligation or liability whether
express or implied on behalf of the other.
23.2 Attorneys' Fees. In the event a suit or an arbitration
proceeding is commenced to construe or enforce any provision of this
Agreement, the prevailing party, in addition to all other amounts to which
such party may be entitled, shall be paid by the other party a reasonable sum
for attorneys' fees and reasonable costs related to the dispute resolution.
23.3 Waiver. No waiver by either party, whether express or implied,
of any provisions of this Agreement or of any breach or default of either
party, shall constitute a continuing waiver of such provision or a wavier of
any other provisions of this Agreement.
23.4 Governing Law. This Agreement shall be interpreted and construed
in accordance with the laws of the State of Utah. Venue for any legal
disputes shall be in Utah County, Utah.
23.5 Partial Invalidity. Should any Section or any part of a Section
of this Agreement be held unenforceable or in conflict with the law of any
jurisdiction, the validity of the remaining Sections and Subsections shall not
be affected by the invalidity of any other part of the Agreement.
23.5 Force Majeure. Neither party to this Agreement shall be in
default because of a delay or failure to perform which is not the result of
the defaulting party's intentional or negligent acts or omissions, but results
from causes beyond the reasonable control of such party such as acts of God,
civil disobedience and war.
23.6 Entire Agreement. This Agreement constitutes the entire Agreement
and understanding between the parties and supersedes all prior agreements and
understandings with respect to the LICENSED TECHNOLOGY, whether written or
oral. No modification or claimed waiver of any of the provisions of this
Agreement shall be valid unless in writing and signed by authorized
representatives of the party against whom such modification or wavier was
sought to be enforced.
23.7 Binding Effect. This License Agreement shall be binding upon and
shall inure to the benefit of the successors, assigns and legal
representatives of the parties.
23.8 Headings. The paragraph and subparagraph headings contained in
this Agreement are for convenience and reference only. They are not intended
to define and limit the scope of the provisions of this Agreement.
19
IN WITNESS WHEREOF, the parties have entered into this Agreement and it
is effective this 14th day of February, 1997.
▇▇▇▇▇▇▇ ▇▇▇▇▇ UNIVERSITY
/s/ ▇▇▇▇ ▇▇▇▇▇▇ 2/12/97
_____________________________________________________ __________
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Date
Associate Academic Vice President
REDSTONE PUBLISHING, INC.
/s/ M. ▇▇▇▇▇▇ ▇▇▇▇ 2/10/97
_____________________________________________________ _________
By: M. ▇▇▇▇▇▇ ▇▇▇▇ Date
President
EXHIBIT "A"
WordCruncher Technology
The LICENSED TECHNOLOGY includes U.S. Patent Number 5,345,551, "Method and
System for Synchronization of Simultaneous Displays of Related Data Sources",
as well as all continuations, continuations-in-part, divisions and renewals
thereof, and all reissues, reexaminations, extensions, patents of addition,
improvement patents and patents of importation thereof; and the WordCruncher
U.S. trademark and logo registration, copyrights; trade secrets; and know-how
which trade secrets and know-how are in existence upon the effective date of
the Agreement.
The LICENSED TECHNOLOGY also includes the WordCruncher software consisting of
the documentation (including flowcharts, descriptions of the code
architecture, procedures for maintenance and modification, build procedures
for the object code, and end-user documentation or manuals), executable object
code and source code as more fully defined by the following listing of
programs, routines, subroutines and resources:
________________________________________________________________________
Product Name:WCV v4.6 (WordCruncher View for DOS)
Description:
This software is used for viewing files that have been indexed by WCI v4.6.
It allows for searching by words in context and by reference. It supports
output to the WordPerfect Shell clipboard output, file output and printer
output. It will also create a KWIC concordance of words or phrases.
Modules of Code
1. Special Modules (Assembly and Pascal Implementation modules):
View, ViewUtil, Utility, Keytouch, ReadDisk, Writeutl, VidUtl, 4BitUndo,
ScanB, CRC, Tone, DeCmprs, WPShell, TSRutil
2. Modules in WCV.EXE: (all the special modules above), ViewInit, ViewColr,
ViewTune, ViewHelp, ViewParm
3. Modules in WCV.OVL: ViewPick, ViewPart, ViewMerg, ViewLook, HiliteWD,
ViewList, Invert, ViewWind, ViewBook, ViewAloc, ViewRead, ViewOutl
4. Modules in WCV.TXT: ViewRelt, ViewFreq, ViewDict, ViewDisk
5. Modules in WCV.IDX: ViewIndx, ViewIPrm
6. Modules in WCV.UTL: ViewForm, ViewText, ViewOvly
7. Modules in WCV.MNU: ViewMenu
Screen Files and Data Files
1. WCVSCRN.BYS
2. WCVATRB.BYS
3. Specialized Screen Files for NETWORKS
20
__________________________________________________________________________
Product Name:WCI v4.6 (WordCruncher Index for DOS)
Description:
This software indexes a BYB file to create companion files: BYA, BYC, BYX. It
uses template BYC files (see below) as input.
Modules of Code
CONCORD.PAS, CONDPARM.PAS, CONDPARS.PAS, CONDFILE.PAS, CONDPREP.PAS,
CONDAPN1.PAS, CONDAPN2.PAS, CONDDISK.PAS, CONDDICT.PAS, CONDINIT.PAS,
CONDUTIL.IMP, UTILITY.IMP
Screen Files and Data Files
1. WCISCRN.BYS
2. BENGLISH.BYC
3. BFRENCH.BYC
4. BSPANISH.BYC
5. BGERMAN.BYC
6. BMAORI.BYC
7. BDANISH.BYC
21
___________________________________________________________________________
Product Name: WCLINK v4.6 (WordCruncher for DOS)
Description:
It appends indexed BYB/BYX files together to create a larger BYB/BYX master
file.
Modules of Code
CONCORD.PAS, CONDPARM.PAS, CONDAPN1.PAS, CONDAPN2.PAS, CONDDISK.PAS,
CONDINIT.PAS, CONDUTIL.IMP, UTILITY.IMP
22
____________________________________________________________________________
Product Name: WCVWIN v5.2 (WordCruncher View for Windows)
Description:
This is view software for indexed files created by WCIWIN. See the WCFEAT.DOC
file for details on all the features supported by this software. Multiple
instances of the software can be running at the same time. It is possible to
synchronize the display of data between separate instances.
Modules of Code used to make WCVWIN.EXE
8. Modules and Header Files in WCVWIN\COMMON: B4COMP.C B4COMP.H BIT4DEFS.H
BIT4PACK.H, BIT4UNDO.H, CBOOKIN2.CPP, CBOOKINI.CPP, CBOOKINI.H, CDEFINE.H,
CFRAMER.CPP, CFRAMER.H, CGLOBALS.C, CGLOBALS.H, CGRPHSP2.CPP, CGRPHSUP.CPP,
CGRPHSUP.H, CIO.CPP, CIO.H, CJPEG.CPP, CJPEG.H, CLIBSUP.H, CLOGLIB.H, CLZW.C,
COMPRESS.C, COMPRESS.H, CPACKBIT.CPP, CPACKBIT.H, CPACKET.H, CPERCENT.CPP,
CPERCENT.H, CSOCKET.CPP, CSOCKET.H, CSRCHSUP.H, CSTDAFX.CPP, ▇▇▇▇▇▇▇.▇,
▇▇▇▇▇▇▇▇.▇, ▇▇▇▇▇.▇, DISPLAY.C, DISPLAY.H, ERRMSG.H, ETB.H, ETG.H, FRAME.H,
HUGE.H, ICTRL.H, IDEFINE.H, IPOPUP.H, ISORT.C, ISORT.H, ISWAP.C,
ISWAP.H, PARSEWRD.C, PARSEWRD.H, SEARCHWD.C, SEARCHWD.H, VSUBSTR.H,
VTRACE.H, WCCRES.H, WCCRES.RC, WCIOFNC.CPP, WCIOFNC.H, WCIRES.H,
WCVRES.H, WCVWIN.H, WINIO.H
9. Modules and resources in WCVWIN: VAPP.CPP, VAUXBOOK.CPP, VCHSTYLE.CPP,
VDDEAPP.C, VDEFAULT.CPP, VEDTBIDI.CPP, VERRMSG.C, VFINDIT.CPP, VFRQDIST.C,
VFRQINIT.C, VFMTIO.CPP, VFMTTXT.CPP, VGETCITE.C, VGLOBALS.C, VGRAPH.CPP,
VFMTDISP.CPP, VFMTINIT.CPP, PCTL.CPP, VHOTSPOT.CPP, ▇▇▇▇▇.C, VKEYBD.CPP,
VLEXICON.C, VLEXSUP.CPP, VLIBEDIT.CPP, VLIBIPD.CPP, VLIBRARY.CPP, VLIBSUP.CPP,
VLIBUSER.CPP, VLNGEDIT.CPP, VLOGLIB.C, VMENULNG.C, VMERGE.C, VMRGCTRL.C,
VOPEN.C, VOPEN2.C, VPUBDLG.CPP, VRNGNAME.CPP, VRBAREA.CPP, VREFFILT.C,
VREFLIST.C, VREFSEL.CPP, VREFSOR2.C, VREFSORT.C, VRESIDNT.C, VSBKDLG.CPP,
VSEARCH.C, VSELREF.C, VSELREF2.C, VSELWORD.C, VSHOWCIT.C, VSLIST.C, VSLIST1.C,
VSLIST2.C, VSRCHLEX.CPP, VSRCHLIB.C, VSRCHSNT.CPP, VSRCHSUB.CPP, VSRCHWSS.CPP
VSYNC.C, VSYNCDLG.CPP, VTEXTOUT.C, VTOCMRG.C, VTOFLTR.CPP, VTOGRAPH.CPP,
VTORUN.CPP, VTOTEXT.CPP, VTRACE.C, VTXTWND.C, VTXTWND2.C, VTXTWND3.C,
VTXTWND4.C, VWDWHEEL.C, VWDWHFNC.C, VWORDPAT.C, ▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇
▇▇. Header files in WCVWIN\H: VAPP.H, VAUXBOOK.H , VCHSTYLE.H , VDDEAPP.H,
VDEFAULT.H, VEDITWND.H, VEDTBIDI.H, VFINDIT.H, VFMTTXT.H, VGLOBALS.H,
VGRAPH.H, VHELPCTL.H, VKEYBD.H, VLIBEDIT.H, VLIBIPD.H, VLIBRARY.H, VLIBSUP.H,
VLIBUSER.H, VLNGEDIT.H, VLOGLIB.H, VPUBDLG.H, VREFLIST.H, VREFSEL.H,
VRESIDNT.H, VRNGNAME.H, VSBKDLG.H, VSEARCH.H, VSELREF.H, VSRCHLEX.H,
VSRCHSNT.H, VSRCHSUB.H, VSRCHWSS.H, VSYNCDLG.H, VTOFLTRD.H, VTORUN.H,
VTXTWND.H, VWDWHEEL.H, WCTFLT.H
23
Product Name: WCIWIN v5.2 (WordCruncher Index for Windows)
Description:
Software that imports an ETA file with markup codes (that references an SIF
that defines the codes), template ETX files defining language sort order and
reference level markup codes, and exports an ETX file that contains reference
code indexes and word indexes.
Modules of Code used to make WCIWIN.EXE
1. Modules and resources in WCIWIN\COMMON: BATCHINI.C, CAUTION.ICO, CONVERT.C,
CVT.ICO, EDITLST.C, EDITLST2.C, EDITLST3.C, EDITXHDR.C, FREEDLG.C, GO.ICO,
GRAPH.ICO, HOTSPOT.CUR, IBATCH.C, ICONVERT.C, ICREATE.C, ICTRL.C, IDEFRAG.C,
IDEFRAG2.C, IDEFRAG3.C, IEDIT.C, IERRMSG.C, IETXINIT.C, IEXETG.CPP,
IGLOBALS.C, IINDEX.C, ILINKETG.CPP, ILINKSUP.C, ILINKVOL.C, INDEXCVT.C,
INIT.C, IOCR.C, IRESIDNT.C, IWORD.C, LN.ETN, MENULANG.C, SFMAKER.C, SFMSCRN.C,
STOP.ICO, STYLEINI.C, STYLES.SDF, VIEW.ICO, WCI.ICO, WCIWIN.DEF, WCIWIN.RC,
WORKING.C, WPTOWC.C
2. Modules and resources in WCIWIN: BATCHINI.C, CAUTION.ICO, CONVERT.C,
CVT.ICO, EDITLST.C, EDITLST2.C, EDITLST3.C, EDITXHDR.C, FREEDLG.C, GO.ICO,
GRAPH.ICO, HOTSPOT.CUR, IBATCH.C, ICONVERT.C, ICREATE.C, ICTRL.C, IDEFRAG.C,
IDEFRAG2.C, IDEFRAG3.C, IEDIT.C, IERRMSG.C, IETXINIT.C, IEXETG.CPP,
IGLOBALS.C, IINDEX.C, ILINKETG.CPP, ILINKSUP.C, ILINKVOL.C, INDEXCVT.C,
INIT.C, IOCR.C, IRESIDNT.C, IWORD.C, LN.ETN, MENULANG.C, SFMAKER.C, SFMSCRN.C,
STOP.ICO, STYLEINI.C, STYLES.SDF, VIEW.ICO, WCI.ICO, WCIRES52.DLL, WCIWIN.DEF,
WCIWIN.RC, WORKING.C, WPTOWC.C
3. Header Files in WCIWIN\H: CONVERT.H, CPROC.H, EDITLST.H, IBATCH.H,
IDEFRAG.H, IDXFILE.H, IGLOBALS.H, IHOTSPOT.H, ILINK.H, IOCR.H, IPROC.H,
ITRACE.H, LSTRCDEF.H, SFM.H, SFM.L, STYLEINI.H, WCIWIN.H, WORKING.H, WPTOWC.L
____________________________________________________________________________
Product Name: WCVRES52.DLL (Resources for WCVWIN v5.2)
Description:
The resource DLL is a WordCruncher feature that allows us to support many
languages with one executable. VARs are given these files so they can
customize their own resources.
Files used in building this resource DLL:
DLLMAIN.CPP, DLLMAIN.OBJ, DLLMAIN.SBR, MSVC.PDB, WCCRES.H, WCCRES.RC,
WCVRES.APS, WCVRES.CLW, WCVRES.H, WCVRES.RC, WCVRES.RES, WCVRES.WSP,
WCVRES52.BSC, WCVRES52.DEF, WCVRES52.LIB, WCVRES52.MAK, ▇▇▇▇▇▇▇▇.▇▇▇,
▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇
24
Product Name: WCIRES51.DLL (Resources for WCIWIN v5.2)
Description:
Resource files that could be translated. Presently, these files are not
distributed to VARs because there has been little pressure to make this
software available to the public.
Files used in building this resource DLL:
IDEFINE.H, WINIO.H, ISTRCDEF.H, WCIRES.H, WCIRES.RC, WCIRES.RES, WCIRES.WSP,
WCIRES51.BSC, WCIRES51.DEF, WCIRES51.LIB, WCIRES51.MAK ▇▇▇▇▇▇▇▇.▇▇▇,
▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, DLLMAIN.CPP, DLLMAIN.OBJ,
DLLMAIN.SBR, MSVC.PD
____________________________________________________________________________
Product name: WCGWIN.EXE v5.2 (WordCruncher Graphics Editor)
Description:
This editor is for building WordCruncher Graphics files (ETG). Specifically,
this editor allows for compression and inserting of hyperlink hotspots. The
ETG file has a TIFF structure.
Modules of Code used to make WCGWIN.EXE
1. Modules, Header files and Resources in WCGWIN\COMMON: B4COMP.C, B4COMP.H,
BIT4DEFS.H, BIT4PACK.H, BIT4UNDO.H, CBOOKIN2.CPP, CBOOKINI.CPP, CBOOKINI.H,
CDEFINE.H, CFRAMER.CPP, CFRAMER.H, CGLOBALS.C, CGLOBALS.H, CGRPHSP2.CPP,
CGRPHSUP.CPP, CGRPHSUP.H, CJPEG.CPP, CJPEG.H, CLIBSUP.H, CLZW.C, COMPRESS.C,
COMPRESS.H, CPACKBIT.CPP, CPACKBIT.H, CPACKET.H, CPERCENT.CPP, CPERCENT.H,
CSOCKET.CPP, CSOCKET.H, CSTDAFX.CPP, ▇▇▇▇▇▇▇.▇, ▇▇▇▇▇▇▇▇.▇, ▇▇▇▇▇.▇,
DISPLAY.C, DISPLAY.H, ERRMSG.H, ETB.H, ETG.H, FRAME.H, HUGE.H, ICTRL.H,
IDEFINE.H, IPOPUP.H, ISORT.C, ISORT.H, ISWAP.C, ISWAP.H, PARSEWRD.C,
PARSEWRD.H, SEARCHWD.C, SEARCHWD.H, VSUBSTR.H, VTRACE.H, WCCRES.H, WCCRES.RC,
WCIOFNC.CPP, WCIOFNC.H, WCIRES.H, WCVRES.H, WINIO.H
2. Modules and Resources in WCGWIN: ATTRDLG.CPP, DIBDOC.CPP, EDITRES.CPP,
ELLIPMRK.CPP, EMPTYATT.CPP, GETCITE.CPP, GIFDOC.CPP, GLOBALS.CPP,
HLNKBRWS.CPP, HLNKCNFG.CPP, HLNKGRPH.CPP, HLNKMRK.CPP, HLNKXREF.CPP,
IMGFRAME.CPP, IMGVIEW.CPP, INSEMPTY.CPP, JPEGDOC.CPP, JPEGOPTD.CPP,
MAINFRM.CPP, MARKUP.CPP, MEM.CPP, PCXDOC.CPP, TIFFDOC.CPP, TITLEWND.CPP,
WCGAPP.CPP, WCGDOC.CPP, WCGFILE.CPP, WCGICON.CPP, WCGMAIN.CPP, WCGTEMPL.CPP,
WCGVIEW.CPP, WCGVWFRM.CPP, WCGWIN.DEF, WCGWIN.HPJ, WCGWIN.RC, WCW3D.DLL
3. Header files in WCGWIN\H: ATTRDLG.H, DIBDOC.H, EDITRES.H, ELLIPMRK.H,
EMPTYATT.H, GETCITE.H, GIFDOC.H, GLOBALS.H, HLNKBRWS.H, HLNKCNFG.H,
HLNKGRPH.H, HLNKMRK.H, HLNKXREF.H, IMGFRAME.H, IMGVIEW.H, INSEMPTY.H,
JPEGDOC.H, JPEGOPTD.H, MAINFRM.H, MARKUP.H, MEM.H, PCXDOC.H, PRCNTBOX.H,
RESOURCE.H, STDAFX.H, TIFFDOC.H, TITLEWND.H, WCGAPP.H, WCGDOC.H, WCGFILE.H,
WCGICON.H, WCGTEMPL.H, WCGVIEW.H, WCGVWFRM.H
25
Product Name: WCCDLL.DLL (for WCVWIN v5.2 and CopyLock)
Description:
This special DLL is used to interface WCVWIN with Link Software copylock
technology.
Modules of Code and resources used to make WCCDLL.DLL
CLOSE.C, WCCDLL.C, WCCDLL.DEF, WCCDLL.DLL, WCCDLL.H, WCCDLL.LIB, WCCDLL.MAK,
▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇▇, WCCRES.H, WCCRES.RC
_____________________________________________________________________________
Product Names: WCVINST.DLL WCINST.EXE (for VAR setups)
Description:
WCVINST.DLL is distributed to VARs for use with InstallShield setup software.
WCINST.EXE is used to text WCVINST.DLL.
Modules of Code and resources used to make WCINST.DLL
GLOBALS.H, INSTALL.PDB, INSTTEST.BSC, RESOURCE.H, SCRIPT.INI, WCINST.BSC,
WCINST.CPP, WCINST.DEF, WCINST.EXE, WCINST.MAK, WCINST.PDB, WCINST.SBR,
WCINST.VCW, WCINST.WSP, WCVINST.APS, WCVINST.CPP, WCVINST.DEF, WCVINST.DLL,
WCVINST.H, WCVINST.LIB, WCVINST.MAK, ▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇.▇▇▇,
▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇
_____________________________________________________________________________
Product Name: RTFConvert.EXE (32bit Import Utility)
Description:
This stand-alone utility program is designed to import RTF coded files and
output WordCruncher ETA files with their accompanying SIF.
Modules of Code and resources used to make RTFConvert.EXE
CHILDFRAME.CPP, CHILDFRAME.H, MAINFRAME.CPP, MAINFRAME.H, MSSCCPRJ.SCC,
RESOURCE.H, RTFCONVERT.APS, RTFCONVERT.CLW, RTFCONVERT.CPP, RTFCONVERT.H,
RTFCONVERT.MAK, RTFCONVERT.MDP, RTFCONVERT.NCB, RTFCONVERT.RC, RTFCONVERT.REG,
RTFCONVERTDOC.CPP, RTFCONVERTDOC.H, RTFCONVERTVIEW.CPP, RTFCONVERTVIEW.H,
RTFPARSE.BAK, RTFPARSE.CPP, RTFPARSE.H, STDAFX.CPP, STDAFX.H
SPECIAL NOTE: THIS UTILITY ONLY RUNS IN WINDOWS 95 AND NT 4.0
26
_____________________________________________________________________________
Product Name: WCS51 (32bit TCPIP Remote Library Server)
Description:
This program acts as a remote library server. It allows users who have access
to the Internet to connect to a remote library in a central location.
Special Note: This product is in the process of being changed
Modules of Code in current product:
mssccprj.scc, resource.h, SAuxBookDlg.cpp, SAuxBookDlg.h, SBookDoc.cpp,
SBookDoc.h, SChildFrame.cpp, SChildFrame.h, SDoc.cpp, SDoc.h, SGlobals.cpp,
SGlobals.h, SHelpControl.cpp, SHelpControl.h, SLibEditDlg.cpp, SLibEditDlg.h,
SLibrary.h, SLibraryDlg.cpp, SLibraryDlg.h, SLibraryDoc.cpp, SLibraryDoc.h,
SMainFrame.cpp, SMainFrame.h, SNoSpaceEdit.cpp, SNoSpaceEdit.h, SPacket.h,
SSocket.cpp, SSocket.h, SSyncDlg.cpp, SSyncDlg.h, StdAfx.cpp, StdAfx.h,
STitleWnd.cpp, STitleWnd.h, SUser.h, SUserEditDlg.cpp, SUserEditDlg.h,
SUsersDlg.cpp, SUsersDlg.h, SView.cpp, SView.h, SWCFile.cpp, SWCFile.h,
WCS51.APS, WCS51.clw, WCS51.cpp, WCS51.h, Wcs51.ini, WCS51.iwz, Wcs51.mak,
Wcs51.mdp, ▇▇▇▇▇.▇▇▇, ▇▇▇▇▇.▇▇
_____________________________________________________________________________
Product Name: VAR Setup scripts
Description:
This script is used in the VAR distribution setup program.
Files used in building this script:
WC2.IWZ
__________________________________________________________________________
Product Name: TrueType fonts for WordCruncher Hyperlinks
Description:
These two files are the truetype fonts for displaying WordCruncher Icons are
characters on the screen
Files furnished:
WCVICON.TTF, WCVICONS.TTF
27
Product Name: Help Files for WCVWIN v5.2
Description:
These files are used to build the WordCruncher contextual help files.
Files used in building the help resource:
D2HCOMP.BAT, D2H_ERR.BMK, D2H_ERR.TXT, D2H_EXCL.TXT, DOC2HELP.INF,
DOC2HELP.INI, HLP.ERR, WCV-APPX.DOC, WCV-APPX.RTF, WCV1-USE.DOC, WCV1-USE.RTF,
WCV10ANA.DOC, WCV10ANA.RTF, WCV11TXT.DOC, WCV11TXT.RTF, WCV12LOG.DOC,
WCV12LOG.RTF, WCV2-INS.DOC, WCV2-INS.RTF, WCV3-SCR.DOC, WCV3-SCR.RTF, WCV4-
NAV.DOC, WCV4-NAV.RTF, WCV5-BOO.DOC, WCV5-BOO.RTF, WCV51MAN.DOC, WCV6-MAI.DOC,
WCV6-MAI.RTF, WCV7-TOC.DOC, WCV7-TOC.RTF, WCV8-SEA.DOC, WCV8-SEA.RTF, WCV9-
REF.DOC, WCV9-REF.RTF, WCVHELP.HLP, WCVHELP.HPJ, ▇▇▇▇▇▇▇.▇▇, WCVINTRO.DOC,
WCVINTRO.RTF, HELP0001.BMP, HELP0002.BMP, HELP0003.BMP, HELP0004.BMP,
HELP0005.BMP, HELP0006.BMP, HELP0007.BMP, HELP0008.BMP, HELP0009.BMP,
HELP0010.BMP, HELP0011.BMP, HELP0012.BMP, HELP0013.BMP, HELP0014.BMP,
HELP0015.BMP, HELP0016.BMP, HELP0017.BMP, HELP0018.BMP, HELP0019.BMP,
HELP0020.BMP, HELP0021.BMP, HELP0022.BMP, HELP0023.BMP, HELP0024.BMP,
HELP0025.BMP, HELP0026.BMP, HELP0027.BMP, HELP0028.BMP, HELP0029.BMP,
HELP0030.BMP, HELP0031.BMP, HELP0032.BMP, HELP0033.BMP, HELP0034.BMP,
HELP0035.BMP, HELP0036.BMP, HELP0037.BMP, HELP0038.BMP, HELP0039.BMP,
HELP0040.BMP, HELP0041.BMP, HELP0042.BMP, HELP0043.BMP, HELP0044.BMP,
HELP0045.BMP, HELP0046.BMP, HELP0047.BMP, HELP0048.BMP, HELP0049.BMP,
HELP0050.BMP, HELP0051.BMP, HELP0052.BMP, HELP0053.BMP, HELP0054.BMP,
HELP0055.BMP, HELP0056.BMP, HELP0057.BMP, HELP0058.BMP, HELP0059.BMP,
HELP0060.BMP, HELP0061.BMP, HELP0062.BMP, HELP0063.BMP, HELP0064.BMP,
HELP0065.BMP, HELP0066.BMP, HELP0067.BMP, HELP0068.BMP
28
Product Name: 32bit WC60 (v6.0 For Windows 95 and NT4.0)
Description:
This is the prototype we have been using during the design phase for
WordCruncher v6.0
Files used in building this prototype software
EllipseMarkup.cpp, EllipseMarkup.h, HLinkMarkup.cpp, HLinkMarkup.h,
ImageDescriptor.cpp, ImageDescriptor.h, ImageDescriptor2.cpp,
ImageDocument.cpp, ImageDocument.h, ImageView.cpp, ImageView.h,
ImageWindow.cpp, ImageWindow.h, LZW.cpp, LZW.h, MainWindow.cpp, MainWindow.h,
MakeHelp.bat, Markup.cpp, Markup.h, mssccprj.scc, Outline.cpp, Outline.h,
PackBits.cpp, PackBits.h, PaletteCtrl.cpp, palettectrl.h, PubDocument.cpp,
PubDocument.h, PubImageDocument.cpp, PubImageDocument.h, PubImageView.cpp,
PubImageView.h, PubImageWindow.cpp, PubImageWindow.h, PubView.cpp, PubView.h,
PubWindow.cpp, PubWindow.h, resource.h, StdAfx.cpp, StdAfx.h, TabView.cpp,
TabView.h, TitleWindow.cpp, ▇▇▇▇▇▇▇▇▇▇▇.▇, ▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇, ▇▇▇▇.▇▇▇,
▇▇▇▇.▇▇▇, wc60.cpp, WC60.h, WC60.MAK, WC60.MDP, WC60.ncb, WC60.rc, WC60.reg,
WCDocument.cpp, WCDocument.h
Existing Development Plans for WC60
1. Allow editing of documents in the WordCruncher mode. Support of shadow
file changes to read-only files.
2. Reveal codes to assist publishers
3. MDI for presentation of multiple texts in single instance of WC60
4. Indexing on-the-fly
5. Notes attached to document with appropriate indexing techniques.
6. Index and Viewing software in the same module
7. User friendly
a. All dialog boxes would use the tab structure
b. SIF would be built with a wizard
c. Status bar at bottom of window
d. Help subsystem will support coaches
8. Improved import capabilities
9. TextOut to include KWIC concordance option
10. Finish implementing any remaining DOS features.
11. Implement additional features found in presentation, word processing, and
multimedia software.
12. Implement other new features available in Visual C++ 4.0 (animated
controls, toolbars, etc.).
13.Additional search front-ends.
14.Further enhancements to thesaurus and lexicon.
15.A collocation based search for missing data (use collocation data to
broaden search).
16.Additional text analysis features (like word print analysis). More
graphical representation of data. Explore additional statistical or data
analysis features.
___________________________________________________________________________
Product Names: Documentation
Files furnished as documentation:
1. MANUAL complete documentation for v4.6 in BYB format
2. ETA 5.2 Specification.DOC . Complete ETA specification (including the codes
used in an SIF).
3. WCFEAT.DOC list of the features of WordCruncher
4. WCGWIN Documentation
5. Sample files, lexicons, and thesauruses.
29
EXHIBIT "B"
Summary of Word Cruncher Licensees
Current WordCruncher Licenses:
-----------------------------
Publisher License Agreements:
AGLL ▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone: 801/▇▇▇-▇▇▇▇ Ext. 511
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: 208/▇▇▇-▇▇▇▇
Covenant Communications
▇▇▇ ▇▇▇▇▇▇▇
Covenant Communications, Inc.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone: 801/▇▇▇-▇▇▇▇
Transnational Network, Inc.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇
Phone: 801/▇▇▇-▇▇▇▇
Visual Concepts
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone: 801/▇▇▇-▇▇▇▇
Value Added Reseller (VAR) License Agreements:
---------------------------------------------
Applications Technology, Inc.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: 703/▇▇▇-▇▇▇▇
CD-Danmark A/S
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇-▇▇▇▇▇▇▇ ▇/▇
▇▇▇▇▇▇▇▇▇ ▇
▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Phone: ▇▇ ▇▇ ▇▇ ▇▇
30
Foundation for Ancient Research and Mormon Studies (FARMS)
▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Phone: 801/▇▇▇-▇▇▇▇
MultiLing International
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Phone: 801/▇▇▇-▇▇▇▇
Portals Project
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Phone: 801/▇▇▇-▇▇▇▇
Terminated Agreements:
-----------------------
Summit Aviation
Jan Woelhalf
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Phone: 303/▇▇▇-▇▇▇▇
SCANTEXT
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Phone: ▇▇ ▇ ▇▇▇ ▇▇▇▇
Serenity, Inc.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Phone: 813/▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇
31
EXHIBIT "C"
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION AGREEMENT
This Agreement is entered into between _________________________________, a
_______________ corporation with its principal place of business located at
_______ ________________________________________________________________
(referred to in this Agreement as "Licensee") and
__________________________________________, an employee or contractor of
Licensee (referred to in this Agreement as "Disclosee").
Licensee and Disclosee agree that they are voluntarily entering into this
Agreement for the express benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇ University, a Utah
nonprofit corporation and educational institution with its principal campus
and place of business located at ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (referred to in this
Agreement as "BYU") and further agree to abide by the terms of this Agreement
as follows:
RECITALS
1.BYU is the sole owner of certain intellectual property rights known as
_____________________________________________________ and has entered into an
Exclusive License Agreement (referred to in this Agreement as the "License
Agreement") with Licensee to allow for its development and commercialization.
2.Disclosee is an employee or contractor employed by or doing work for hire
for Licensee.
3.Pursuant to the License Agreement, Licensee will receive material and
information from BYU which is confidential or proprietary to BYU and Licensee
has agreed with BYU to take reasonable precautions to preserve the
confidential or proprietary status of this material and information during the
term of the License Agreement and for a period of five (5) years after
termination of the License Agreement.
4.Licensee has also agreed with BYU that all of its employees and independent
contractors with access to BYU's confidential or proprietary information will
be bound in writing to make no unauthorized use or disclosure of the
confidential information. The purpose of this Agreement is to affect
compliance with Licensee's obligation to protect BYU's confidential
information.
1.Definitions
1.1"Licensed Technology" means and includes all of BYU's technology and
intellectual property referred to in this Agreement as ____________________
and related enhancements generated at BYU or improvements developed by
Licensee as specifically identified on Exhibit "A" to the License Agreement
which exhibit is incorporated by reference and made a part of this Agreement.
1.2"Confidential Information" shall mean and include all material and
information provided by BYU to Licensee which is marked as confidential, or is
verbally so designated and confirmed in writing by BYU within thirty (30) days
of receipt of the materials or information by Licensee, or which Licensee
would at the time of disclosure reasonably understand under the circumstances
to be considered by BYU to be confidential, proprietary or to constitute a
trade secret.
32
Disclosure and Acknowledgment
2.1 The parties acknowledge that, from time to time during the term of the
License Agreement between BYU and Licensee, it may be necessary for
Confidential Information to be disclosed by BYU to Licensee and from BYU or
Licensee to Disclosee. The parties acknowledge the provisions of this
Agreement are necessary to protect the confidentiality, value, and secrecy of
BYU's Confidential Information concerning the Licensed Technology and to
protect BYU's patent and ownership rights to the Licensed Technology.
2.2 Nothing in this Agreement shall be construed as conferring upon Disclosee
by implication, estoppel, or otherwise any right, title or interest in, or any
license under, any Licensed Technology, intellectual property, patent or trade
secret now or subsequently owned by BYU.
2.3 Disclosee agrees to take all precautions reasonably necessary to maintain
the confidential nature of the Confidential Information disclosed to him or
her by BYU or Licensee or otherwise obtained by him or her in connection with
any dealings with BYU or Licensee.
3.Use of Confidential Information
Disclosee agrees as follows:
3.1 Not to use the Confidential Information on his or her own behalf or on the
behalf of others and to hold in trust for BYU the Confidential Information and
any related information, test data, and benefits which arise during the course
of employment or work for hire with Licensee.
3.2 Not to copy, duplicate or in any way record any Confidential Information
disclosed to him or her under the terms of this Agreement.
3.3 That all ideas, developments, inventions, or improvements relating to the
Confidential Information which are discovered by Disclosee or which Disclosee
and others conceive during the term of this Agreement shall be promptly
disclosed to Licensee and to BYU.
3.4 That all such ideas, developments or inventions shall be the sole property
of BYU and Licensee subject to the terms of the License Agreement and to
irrevocably assign, transfer and set over to BYU and Licensee all rights,
title and interest in and to all such ideas, developments or inventions,
regardless of whether they may or may not be patentable, as directed by the
License Agreement.
3.5 To execute, acknowledge and deliver any and all documents, instruments and
papers and to do any and all other things that may be deemed to be reasonably
necessary by BYU and/or Licensee to carry out the provisions of Section 3 of
this Agreement.
3.6 To render all reasonable assistance to BYU and Licensee in preparing
copyrights or patent applications and in protecting the rights of BYU and/or
Licensee and/or their designees in and to any matter which BYU and/or Licensee
desire to protect under any patent or copyright laws of this or any other
country.
3.7 In the event that BYU and/or Licensee is unable, after reasonable effort,
to secure Disclosee's signature on any document or documents needed to apply
for or prosecute any patent, copyright or other right or protection relating
to any idea or invention, whether because of Disclosee's physical or mental
incapacity or for any other reason whatever, Disclosee hereby irrevocably
designates and appoints BYU and its duly authorized officers
33
and agents as attorney-in-fact to act in Disclosee's behalf and stead to
execute and file any required documents, and to do all other lawfully
permitted acts to further prosecution and issuance of patents, copyrights or
other similar protections with the same legal force and effect as if executed
by Disclosee.
4.Term and Termination
4.1 Disclosee's obligation of confidence, nondisclosure and non-use pursuant
to this Agreement shall be effective for a period of the term of the License
Agreement and for a period of five (5) years after termination of the License
Agreement provided, however, that Disclosee shall have no obligation of
confidence, nondisclosure or non-use with respect to information:
4.1.1 Already known to Disclosee at the time of the disclosure by BYU to
Licensee; or
4.1.2 Was generally available to the public or otherwise part of the public
domain at the time of disclosure from BYU to Licensee; or
4.1.3 Became generally available to the public or otherwise part of the
public domain after its disclosure and other than through any act or omission
of Licensee or Disclosee in breach of the License Agreement or of this
Agreement; or
4.1.4 Was subsequently and lawfully disclosed to Licensee or Disclosee by a
third party.
4.1.5 Notwithstanding the above subparts of Section 4 of this Agreement,
information shall not be considered to be generally known to the public or in
the trade if, in order to acquire such information from publicly available
sources, Disclosee used Confidential Information to guide him or her in
reviewing such sources or to select therefrom a series of unconnected items
which may be fit together to match the Confidential Information first learned
from BYU and/or Licensee.
4.2 Upon termination of the License Agreement or at the conclusion of
Disclosee's employment relationship with Licensee, or at any time upon
receiving written request from BYU or Licensee, Disclosee shall return all
Confidential Information as well as any and all blueprints, drawings,
diagrams, manuals, memoranda, notes, records, books, files, software, data,
instruments, paper or any other documents or things pertaining to the
Confidential Information and any copies, summaries or compilation of such.
5.Miscellaneous
5.1 In the event Disclosee is in breach of any of its obligations pursuant to
this Agreement, both BYU and Licensee shall have the right and standing, in
addition to any other remedies available to them at law or in equity, to
preliminary injunctive relief to enforce the obligation of confidence
hereunder until such time as a final adjudication by a court of competent
jurisdiction is secured.
5.2 In the event a suit is commenced to enforce any obligations of this
Agreement, the prevailing party, in addition to any other amounts or remedies
to which it may be entitled, shall be paid by the non-prevailing party a
reasonable sum for attorneys fees and reasonable costs related to the dispute
resolution.
5.3 This Agreement is subject to and shall be interpreted under the laws of
the State of Utah and the venue for any dispute resolution shall be in the
State of Utah, County of Utah in the State District Court to which
jurisdiction the parties to this Agreement irrevocably consent.
34
5.4 The parties to this Agreement agree that this Agreement is made and
entered into for the benefit of BYU and that BYU is a third party beneficiary
to this Agreement and has standing to enforce the terms of this Agreement and
to avail itself of all other equitable and legal remedies allowable by law as
if it were a direct party to this Agreement.
5.6 This Agreement is divisible and separable so that if any provision or
provisions shall be held invalid, such holding shall not impair the remaining
provisions.
5.5 This Agreement constitutes the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings with
respect to the subject matter, whether written or oral.
IN WITNESS WHEREOF, the parties have entered into this Agreement and it is
effective as of the __________ day of ____________________, 199____.
LICENSEE:
By:_________________________________
Its:_________________________________
Date:_______________________________
DISCLOSEE:
Name:________________________________
Date:_______________________________
